EXHIBIT 10-M b
ASSUMPTION AGREEMENT
Dated: August 13,
2008
Colgate-Palmolive Company
300 Park Avenue
New York, New York 10022
Attention: Treasurer
Citibank, N.A., as Administrative
Agent
Two Penns Way
New Castle, Delaware 19720
Attention: Bank Loan
Syndications
Ladies and Gentlemen:
Reference is made to the Credit
Agreement dated as of November 3, 2005 among Colgate-Palmolive
Company (the “ Borrower ”), the Lenders parties
thereto, Citibank, N.A., as Administrative Agent, Bank of America,
N.A., BNP Paribas, HSBC Bank USA, National Association and JPMorgan
Chase Bank, N.A., as co-syndication agents, and Citigroup Global
Markets Inc., as Arranger (as amended, restated, supplemented or
otherwise modified from time to time, the “ Credit
Agreement ”; terms defined therein being used herein as
therein defined), for such Lenders.
The undersigned (the “
Assuming Lender ”) proposes to become an Assuming
Lender pursuant to Section 2.15(d) of the Credit Agreement
and, in that connection, hereby agrees that it shall become a
Lender for purposes of the Credit Agreement on August 13, 2008
and that its Commitment shall as of such date be
$50,000,000.
The undersigned (i) confirms
that it has received a copy of the Credit Agreement, together with
copies of the financial statements referred to in
Section 4.01(e) thereof, the most recent financial statements
referred to in Section 5.01(e) thereof and such other
documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into this Assumption
Agreement; (ii) agrees that it will, independently and without
reliance upon the Administrative Agent or any other Lender and
based on such documents and information as it shall deem
appropriate at the time
